Securities and Exchange Commission
Washington, D.C. 20549
Schedule TO-C
Tender Offer Statement
(Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934)
Hyperdynamics Corporation
(Name of Issuer)
Hyperdynamics Corporation (the Issuer)
(Name Of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
448954-10-7
(CUSIP Number of Class of Securities)
Kent Watts, President
Hyperdynamics Corporation
2656 South Loop West, Suite 103
Houston, Texas 77054
tel. (713) 839-9300 fax. (713) 660-9775
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Filing Person)
With Copy to:
Joel Seidner, Esq.
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
tel. (713) 861-1996 ext. 112 fax (713) 552-0202
Calculation of Filing Fee
Transaction Valuation * Amount of Filing Fee *
__________________________
* Pursuant to General Instruction D to Schedule TO, no filing fee is required.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: N/A
Form or Registration No.: N/A
Date Filed: N/A
Filing Party: N/A
[ X ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ X ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Tender Offer Statement on Schedule TO relates to the preliminary
communications and the pre-commencement communications of an exchange offer by
Hyperdynamics Corporation, a Delaware corporation, the issuer, whereby holders
of common stock may exchange a minimum of 6,620,676 shares of common stock up to
a maximum of 11,917,216 shares of common stock of Hyperdynamics Corporation, in
exchange for a new security of Hyperdynamics, the Units, which will consist of a
new series of preferred stock and three new series of warrants, as set forth in
the press release attached hereto as Exhibit (a)(5).
This Schedule TO is intended to satisfy the reporting requirements of Rule
13e-4(c)(1) of the Securities Exchange Act of 1934, as amended.
ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
(a)(5) Press Release, dated September 20,2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
HYPERDYNAMICS CORPORATION
By: *
Name: *
Title: *
Dated: *
____________________________
* Pursuant to General Instruction D to Schedule TO, no signature is required.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
________________________________________________________________
(a)(5) Press Release, dated September 20,2000.
EXHIBIT (a)(5):
HyperDynamics Exchange Offering Update
HOUSTON--(BUSINESS WIRE)--Sept. 20, 2000--HyperDynamics Corp. (OTCBB:HYPD-
news), the premier Integrated Technology Service Provider (ITSP), enabling
tomorrow today, today announced that the company's exchange offering, announced
Aug. 31, 2000, will commence soon after the company releases its annual report,
so that the company can include the most current audited financial information
in the exchange offering materials.
The company's fiscal year ended June 30, 2000, and its annual report is due to
be timely filed with the Securities and Exchange Commission by Sept. 28, 2000,
or within a 15-day time extension from then.
Shareholders should read carefully the exchange offer and related materials that
the company will be sending out because they contain important information,
including various risks, terms and conditions to the exchange offer.
Shareholders can obtain the exchange offer and related materials free at the
SEC's Web site at www.sec.gov at the time of commencement of the exchange
offering or from the company. Shareholders are urged to carefully read these
materials prior to making any decision with respect to the exchange offer.
The board of directors of HyperDynamics has approved the exchange offer.
However, neither the company nor its board of directors makes any recommendation
to shareholders as to whether to exchange or refrain from exchanging their
shares. Shareholders must make their own decision as to whether to exchange some
or all of their shares.
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About HyperDynamics -- ``Enabling tomorrow today.''
Over the last 5 years, the technology industry has proven out and tested all
manners of service delivery models. Three models have risen to the top as the
most cost effective, performance enhancing and result focused. These are the
outsourcing IT services organizations, the Internet service providers (ISP), and
the application service providers (ASP).
HyperDynamics combines all three delivery models into a single,
customer-directed delivery model -- the Integrated Technology Service Provider
or ITSP(TM) as it has come to be known. Some of the company's partnerships and
certifications include: Intel, Microsoft, Citrix, eEnterprise, IBM, Cisco,
Network Systems, Great Plains and Extreme Networks.
HyperDynamics is a fully reporting company with the Securities and Exchange
Commission and trades under the symbol HYPD. A history of the company can be
found on its home page at www.hypd.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained herein that are not historical are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in the
forward-looking statements, including, but not limited to, certain delays beyond
the company's control with respect to market acceptance of new technologies or
products, delays in testing and evaluation of products, and other risks detailed
from time to time in the company filings with the Securities and Exchange
Commission.
EDITORS: All other products mentioned in this release are registered trademarks
of their respective holders.
=======================
Contact:
HyperDynamics Corp.
Darren-Anthony Lumar, 713/660-9771
Fax: 713/660-9775
E-mail: [email protected]
or
Stock Enterprises Inc. (PR Contact)
James Stock, 702/614-0003
E-mail: [email protected]
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